2.2 Shareholders ’ involvement

44.Depending on the institution ’ s legal form and on the applicable national law, the approval of an institution ’ s remuneration policy and, where appropriate, decisions relating to the remuneration of members of the management body and other identified staff may also be assigned to the shareholders ’ meeting in accordance with national company law¹⁷ . The shareholders ’ vote may be either consultative or binding.

45.Where the approval of the remuneration of individual members of the management body and other identified staff is assigned to shareholders, shareholders should approve all components of remuneration, including severance payments. Where the approval of the remuneration policy is subject to approval by the shareholders, they should also either approve ex ante the maximum amount of the payments that can be awarded to the management body and other identified staff in the event of early termination of a contract or criteria for the determination of such amounts.

46.In order that shareholders can make informed decisions in line with paragraphs 44 and 45, the supervisory function should ensure that the institution provides them with adequate information regarding the remuneration policy designed to help them to assess the incentive structure and the extent to which risk taking is being incentivised and controlled as well as the overall cost of the remuneration structure. Such information should be provided well in advance of the relevant shareholders ’ meeting. Detailed information on remuneration policies and on their modifications, on procedures and decision-making processes to set a remuneration package should be provided and include the following:

• a. the remuneration components;
• b. main characteristics and objectives of the remuneration packages and their alignment with the business and risk strategy, including the risk appetite and corporate values of the institution;
• c. how it is ensured that the remuneration policy is gender neutral;
• d. how the points under (b) are taken into account in ex ante/ex post adjustments, in particular for identified staff.

47.The supervisory function remains responsible for the proposals submitted to the shareholders ’ meeting, as well as for the actual implementation and oversight of any changes to the remuneration policies and practices. 48.Where shareholders are requested to approve a higher maximum level of the ratio between the variable and the fixed component of remuneration of up to 200%, the following should apply:

• a. Shareholders who have the right to vote on a proposed higher maximum level of the ratio between the variable and fixed components of remuneration are those of the institution where the identified staff affected by the higher maximum levels of variable remuneration operate. For institutions that are subsidiaries, the subsidiary ’ s general assembly of shareholders is competent to decide and not the general assembly of the consolidating institution.
• b. Where an institution exercises its voting rights as a shareholder of its subsidiary with regard to the approval of a higher maximum level of the ratio between variable and fixed remuneration within a subsidiary, one of the following conditions should be met:
• i. the supervisory function of the institution holding the shares has beforehand called for a vote of its shareholders ’ meeting on how to exercise the voting rights regarding the increase of such level in its subsidiaries;
• ii. the shareholders ’ meeting of the consolidating institution has decided, as part of the group remuneration policy, that subsidiaries may introduce a higher maximum level of such ratio.
• c. In accordance with the first indent of Article 94(1)(g)(ii) of Directive 2013/36/EU, when approving a higher maximum level of the ratio between the fixed and variable components of remuneration, the shareholders ’ meeting shall act upon a detailed recommendation which provides in particular the reasons, the number of identified staff concerned and their functions within the institution as well as the explanation of how such a higher maximum level of the ratio may affect the requirement to maintain a sound capital base. This information should be provided to shareholders well in advance of the shareholders ’ meeting.
• d. Any approval of a higher maximum level of the ratio must be carried out in accordance with the provisions of Article 94(1)(g)(ii) of Directive 2013/36/EU; the 50% threshold for the quorum, and the 66% and 75% majority thresholds required for the vote, as mentioned in that Article, should all be calculated taking into account the voting rights attached to the shares or other equivalent ownership rights in the institution.
• e. The 75% threshold, which applies when fewer than 50% of ownership rights are represented in the shareholders ’ meeting and the 66% threshold, which applies when at least 50% of ownership rights are represented, should be calculated in relation to the shareholders ’ voting rights that are represented, and not the number of natural or legal persons who are shareholders.
• f. In accordance with the last indent of Article 94(1)(g)(ii) of the CRD, staff who are directly affected by the higher maximum levels of variable remuneration must not be allowed to exercise, directly or indirectly, any voting rights they may have. Accordingly, their voting rights shall be disregarded when calculating the percentages, both in the nominator and in the denominator.
• g. Shares are ‘ represented ’ where the shareholder is legally able to vote on the proposed higher maximum level of the ratio, regardless of how such a vote is taken. In line with this principle and taking into account national company law, institutions should set their internal policies regarding ‘ representation ’ for the purpose of this vote.

49.Shareholders should be able to vote on a reduction of a higher maximum ratio that has been approved in the past. Such a vote should require a majority of shareholder votes in line with the applicable rules for regular decisions foreseen by national law. Where the approved higher maximum was reduced, the institution should inform the competent authority of the decision and the approved ratio within five working days.

¹⁷ See also Shareholders Rights Directive 2007/36, as amended by Directive 2017/828, Articles 9a and 9b.

1. Översikt

1.1 Referenser

1.2 Identifierade krav

1.3 Relaterade standarder

2. Identifierade krav

3. Relaterade standarder

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